Twilight looked up as echelons of armored pegasi flew over Ponyville. She gaped at the cloudless sky, the sun blocked out by equine bodies, their shadows darkening the land.

“That’s the 11th!” she realized as Spike came running up behind her to the windowsill.

As she spoke, the door to the library burst inwards and Applejack darted inside.

“Twilight, we’re bein’ invaded!”

“What!?”

“Changelings, they’re comin’! The military’s here but we need to evacuate the town and get to the elements of harmony!”

Twilight galloped out the door with her friend, but Spike shouted, “What about me?”

“Go to the mountains Spike, you’ll be safe there,” commanded Twilight.

“Why should I? I’m a dragon! The Guardians said dragons used to fight alongside ponies; why can’t I try to help?”

“Those were big dragons Spike, you’re still too little.”

The drake was dejected, deflating his previously puffed out chest in shame.

“Spike,” barked A.J. with an order, “Get to my farm and go with my family into the mountains. Help Mac with Applebloom and Granny Smith. You’ll do just as much good there as you could here.”

Then the mares turned as he yelled after them, “What happened to Applebloom?”

Clyde flew as fast as he could to join the 11th Cavalry outside of the town. He could see a mass of gleaming armor in the distance, about a half-mile or so outside the town’s edge.

As he soared over Ponyville, immense wings beating the wind into submission, he descended and buzzed the town’s thatched roofs to make sure that the evacuation was under way. As he sped along a few meters from the ground, the downdrafts from his mighty wings kicked up dust and papers on the town’s streets, and it spiraled behind him as he raced forward.

He neared the formation of armored pegasi and took his place at the front of the unit. The 11th’s lieutenant, a dark green pegasus stallion with a blonde mane, greeted him.

“Welcome back sir.”

“How many stallions do we have?”

“The unit is at full strength sir. We have two thousand well trained, battle ready stallions at your command.”

“That won’t be enough.”

“Sir?”

“We have a hive on its way, lieutenant. That means close to ten thousand changelings; two thousand stallions won’t be enough,” the lieutenant’s face was grim until Clyde continued, “At least, not in a standard engagement.”

the subordinate grinned, and Clyde laid out a plan.

Clyde looked to the west upon finishing, and saw a rising cloud of dust proceeding towards the border.

He bowed his head and closed his eyes, lifting them back up again when they were ablaze. He could see the Celestial Infantry advancing on the edge of the kingdom; Brutus was among them, leading the troops. In the distance, a threatening black cloud loomed; the hive.

Clyde watched as the horde poured into the kingdom, seemingly unaffected by the protective spells the Princesses normally encased Equestria in. Like a black wave they charged the unit of earth ponies, who had hurriedly taken up a shabby defensive formation. The Equestrians didn’t last long.

His vision revealed hundreds of ponies dismembered and gored in an instant, more than half the unit becoming casualties in the first moments of the battle as the drones broke their ranks. They assaulted them from above, the front, behind, and the sides, their abilities of flight giving them the undoubted advantage.

Once in close quarters, the changelings shifted, taking the form of equines, which confused the majority of the ponies. Their lack of armor gave them away, but it was enough to cause hesitation among the ranks, allowing time for the changelings to kill quickly and efficiently.

The Infantry began to pull back, and Clyde watched as stallions missing armor, weapons, and limbs sprinted, limped, or were dragged back to the second line of defense.

Ponies, struggling to walk after being maimed or wounded, tried to make it to the outskirts of Ponyville to the safety of the second line of defense. Clyde could only watch as these unfortunate souls were tackled from behind by the oncoming storm, and had their terrified screams silenced by quick efficient thrusts of the drones’ ragged horns.

He fell away from the trance, and came back to his own body again.

The battle that seemed so close seconds before was now miles away, but he could see the oncoming cloud like a swarm of locusts, the few remaining Infantry ponies driven before them.

He looked behind to the town; the evacuation was still underway, meaning that his friends were still in Ponyville. The elements of harmony weren’t ready to be used yet and he had to buy them enough time to get to Canterlot, putting retreat out of the question.

The first of the earth ponies from the Infantry arrived. The insect-like buzz of the changelings was already audible, though they were still over a mile away. Clyde turned around at the front of the formation of hovering stallions, and removed his helmet.

“Stallions! Today, on this day of days, we fight for what is right! We stand against darkness, against evil, against our fears! We stand for light, for good, for hope, things that will no longer exist should we fail!”

He began to glide back and forth across the lines, looking into each of his soldiers’ eyes. They were all terrified. He had to inspire them, somehow.

“Don’t fight for Equestria and don’t fight for The Princess! Fight for your families, your homes, and your lives!”

He pointed across the golden plain to the oncoming changelings, their cackles and roars becoming more and more audible as they neared.

“They mean to rob you of those things! Will you let them? I know you’re scared, as am I, but we have to be brave! Together, we will face our fears, and we will emerge victorious! Are you with me?!”

A thunderous “Hooah!” rang out across the kingdom as two thousand voices shouted in unison.

With that, he darted back to the head of the formation, shoved his helmet down onto his head and began barking orders.

“Form ranks! Spear formation! On my order we charge! Stay tight, fight together, and kill anything that isn’t Equestrian!”

Metallic jingling and clanging reverberated through the unit as each pegasus took his place in the formation, shaping a giant gleaming arrowhead in the sky. The changelings had closed to under a mile, and Clyde was betting that the incredible distance the creatures had just flown in such quick time would cause their performance to halter; changelings weren’t known for endurance flying.

Clyde looked down for a brief moment, picking a gigantic black armored earth pony out of the miniscule crowd of Infantry ponies that had made it back from first contact.

“Brutus!” he shouted down to him, and his comrade looked up. His face was slashed, a diagonal gash running across his forehead and through his left eye, his black coat stained and wet with blood.

“Take your stallions and get the evacuation complete, then fall back to Canterlot!”
The earth pony nodded

A half-mile of open sky now separated the two units, and Clyde could hear the anticipating roars of the enemy coupled with the eager bellows and battle cries of his own comrades.

“They’re getting too close sir!” shouted the lieutenant from Clyde’s side.

“Steady!” Clyde yelled as the horde drew nearer and nearer.

Just as they came within a quarter of a mile, only a few hundred yards, Clyde roared, “Now!”

He pushed, heaving up and down as the echelon gained speed and closed the distance to the enemy army.

As he gained ground, Clyde began to lose himself in his focus; nothing existed except for the moment he was in, and that moment was filled only with concentration on the oncoming black cloud of ten thousand changelings. Their hisses and roars went dull, and Clyde singled out his target, a changeling officer marked by a dull iron helmet encasing its grotesque face.

The changeling gave a loud bark, and a volley of green magic came forth from the swarm. Those quick enough to react rolled and weaved around the short volley of searing bolts, reforming the charge when the shots had passed, but the hesitant plummeted back to the plains below smoking.

The formation closed on the changelings, and Clyde let out a roar like the manticore he had slain all that time ago. He extended his forelimbs in front of him, the blades in his gauntlets swinging forth from their sheaths and locking into place. He lowered his metallic horn towards his target as the gleaming squadron charged headlong towards their enemy. As the moment of impact came nearer and nearer, everything went blurry but his target, and he heard no noise as he went into his trance-like focus; all until it was ended by a sudden jolt.

The pegasi rammed into the oncoming swarm, their disciplined formation holding as they punched into the loosely formed ranks of the changelings. The force of the impact was tremendous, all of the changeling officer’s momentum coming to an abrupt halt as Clyde drove a meter long pike through its body and out its back. The drone let out a painful shriek, then went limp as blood hemorrhaged from the wound in its ribcage, the only movement being from the reflexive buzzing of its weakening wings.

The Equestrians held their momentum through the charge, pushing to keep their speed.
Clyde pushed forward into the swarm, the changeling still hanging limply off the end of his spear-like horn, heading the assault of his unit.

He felt jolts and strikes against his outstretched wings as changelings were sliced open by his razor-wings, unable to see their effect as his view was still blocked by the corpse hanging a few feet from his forehead. His forelimbs were knocked back into his body and hit from the sides, and though he felt no pain himself, he knew that the blades were hitting home on those unfortunate enough to be in his way.

He couldn’t remove the body, as it would mean exposing himself for precious seconds, so he waited. When the echelon emerged on the far side of the changelings’ ranks, Clyde swung his head violently, the edge of his horn cutting through the soft flesh of the changeling officer’s abdomen. The body fell, a massive T-shaped wound through its breast pouring blood.

Clyde looked back at the swarm just in time to see them refilling the massive hole torn by the charge. Black and red specks in the grass below marked the fallen changelings, some of them still descending with throats or chests laid open, or limbs or heads missing.

The plains were not devoid of the bodies of ponies though, and several metallic gleams identified the final resting place of a few dozen Equestrian warriors.

He watched as the horde doubled back to face them, unwilling to give up on the fight with anything less than victory. Another changeling officer was at the front of the army, barking and pointing as it tried to organize the forces into a formation to fill the rift torn by the Cavalry’s charge. Clyde looked to his sides; his stallions, panting and bloodied, were looking to him for orders.

“Pincer move!” he barked as he wiped the blood of his enemy from his eyes.

With breathtaking precision, the Equestrian soldiers assembled in a ‘chest and horns’ formation, the majority of the force congregating in the center of the formation with two thinner, more nimble wings branching out from either side.

“That worked better than I expected!” laughed the lieutenant with surprising, and possibly misplaced, joy.

“I know, a little too well. We’re on the wrong side of them; we need to be in between them and town, not vice-versa.”

The changelings, despite their losses, were still as expansive as before. They were so many that they cast a shadow large enough to engulf the entirety of Ponyville, which they surprisingly weren’t pillaging at the moment.

“We need to go now! Charge!” bellowed Clyde, and again, he headed the onslaught.

He sprinted forward as fast as he could, pumping and flexing as his muscles strained against gravity. He gained speed with the formation as they neared the invaders.

A few seconds before impact, he realized that the officer was still trying to organize the horde; the Cavalry had caught them off guard.

Everything was in slow-motion again. His horn drove straight through the enemy officer’s skull, his iron mask flying off at impact. Again, blood and bacterial spray from the force of the impact sprayed from the wound cavity below the shape-shifter’s temple, and a quick twitch of the blade removed the upper half of the skull from the rest of the body. The gored carcass fell, but Clyde continued to send more down after it.

The battle moved slowly around him as he led the attack, straying a few feet in front of the rest of the formation. He thrust forward with his wrist blades, catching two hive members in their throats. He slashed to the side after penetrating their flesh, cutting from the entry points all the way through their necks, and two more drones fell towards the plain below.

Another target presented itself as a changeling scrambled to flee before him. He lowered his head towards the black body, his horn piercing the drone’s lower back. It screamed and fell away from him as two more foes advanced on him.

They went for his wings, unaware of the blades fixed to them. They lowered their horns to try and cut through the appendages, but were scalped by their edge. Knocked from the sky, they fell to the earth, unable to correct their flight before slamming into the ground. Clyde continued to push into the mass of enemies, many of them beginning to fly up and out of the path of the ponies crushing through their ranks.

He met one trio as they tried to escape up and away from the oncoming wall of armor and muscle. He ran the middle one of the three through with his horn, which landed on and pierced the creature’s thyroid, just below the base of his neck. His outstretched forelimbs rammed into its underbelly, driving the blades into its flesh up to their base.

His razor wings connected with the other two, the sharpened aluminum hitting the base of their skulls, beheading them instantly. As he dislodged his blades from the changeling on the opposite end of his horn, the rest of the formation came from behind him. The majority of the force came from his six o’clock, while the wings of the formation came barreling in from the sides, trapping the changelings too slow to escape and killing them swiftly.

The Cavalry came back together as they finished off the changelings caught in their grips, but the majority of the enemy escaped through the open sky above the charge. Still, for the few dozen pegasi that lay in the blood stained grass below, hundreds of black bodies littered the flatlands outside of Ponyville.

“Dammit, we haven’t even made a dent in their numbers!” yelled the lieutenant as he released a limp black body from his grip, its neck twisted and bulging.

Sure enough, the swarm was as expansive as before, well over nine thousand strong. Another officer, this one much more efficient than before, hastily organized them into a defensive formation, creating a massive wall of bodies hundreds of rows down and dozens of columns across. They tightened themselves together into an actual formation instead of a ragtag assembly of rampaging drones, and let out a challenge daring the Equestrians to continue fighting them.

It started as a solitary bark, but it was followed by another, and then a cackle, and a hiss, and a shriek until the cumulative roar of the entire swarm rang in the ears of everything for miles around, and those who heard it tasted fear.
The sound was so intense that it deafened many of the pegasi, and they clutched at the sides of their head as its resounding note penetrated their ears. They held the scream for a few seconds, but it seemed like it would never end while it was torturing those who heard it.

Clyde looked down at the town; the evacuation was finished, the last of the citizens having cleared the city’s eastern edge. Then he faced his enemy, locking the myriad black shape-shifters in a thousand yard stare, his emerald green eyes retaining their luster though the rest of his once gleaming armor was stained red.

He waited for the changelings to make a move; after all, he didn’t need to defeat them, he only needed to stall them.

Earlier…

“Hurry up!” bellowed Brutus from the far side of the street. Twilight could see the huge warrior as he towered over the crowd of ponies fleeing their homes for the relative safety of the hills. Applejack stood at her side, and the rest of their friends were doing the same as Brutus, apparently having already heard the word; Rainbow Dash must have been the messenger.

Applejack darted to help an elderly mare with a cart loaded down with possessions, but the task was promptly undertaken by two chivalrous stallions. The others followed her example, and began doing everything they could to try and help the evacuation go faster, whether it involved lifting packages or directing the exodus; all except Rainbow Dash.

Twilight saw her friend staring into the sky from the sidewalk, her face awestruck.

“Rainbow what are you doing?” she asked, “We need your hel…”

The words failed to take form as she finally saw what her friend was staring at. The changelings were coming.

There had to be thousands of them, their numbers blocking out the afternoon sun. The 11th, which Twilight had concluded was the response unit earlier, was stationary outside the town, waiting as the black cloud came closer and closer.

The two were soon joined by their other friends, all staring up into the sky in fascinated terror as their defenders charged into the mass of invaders.

“Oh no!” fretted Fluttershy as the first of the bodies began to fall from the sky, “We need to help them!”

“The only way we can help them is with the elements!” explained Rarity, “But we can’t get to them before this bloody town is empty!”

“So let’s hurry up and empty it! Clyde’s up there, we need to help him anyway we can!” commanded Rainbow Dash, and she darted from the huddle to aid in the evacuation’s progression as the battle raged in the skies above.

Just as the evacuation was completed, the last frantic citizen of the town vacating the city limits, a weak sound began to drift through the town’s panicked atmosphere. All who were running about and trying to withdraw from the town stopped when the noise surpassed the ruckus in intensity. It began as a low hum, but it grew and grew into a deafening roar, so loud that those who heard it had to cover their ears.

“What is that?” shouted Pinkie, barely making herself audible over the deafening battle cry of the changelings.
Brutus was the only one who heard her, but he couldn’t respond; the noise had paralyzed him. Several ponies fell to the ground as the noise literally knocked them off their feet. Rarity curled up into a ball, trying to escape the noise as it pummeled the inside of her head, and screamed.

The terrible shriek of the changelings reached a peak, and Rarity was joined by dozens of moaning and screaming ponies, as the glass of the town’s homes and shops shattered, and ears began to bleed.

Then, as quickly as it started, it stopped, only a few prolonged cackles and howls carrying through the air. The Equestrians got back to their feet, and hazily looked around.

Brutus bellowed, “Everypony get to the hills!”

The stallion rose out of the crowd of the few stallions from the Infantry still alive, and he approached the group of six mares with three others. The Guardian himself wore dense black steel armor too heavy for normal ponies but harder than most metals, while the rest of the stallions wore gilded iron and helmets adorned with crimson crests.

A short crest also ran down the midline Brutus’s helmet, but at his forehead was a dull metallic plate shaped like a dull rhino’s horn; a battering ram. On his back, he carried a curved scimitar in a sheath. His armor and body had several fresh cuts, gashes and holes, most prominent being the one on his eye, and though thick red blood stained the entirety of his exposed hide, he seemed not to notice.

“We’ll escort you to the palace. Once you’re inside, get into that tower and retrieve the elements. Don’t stop for anything,” he lowered his head considerably to reach their level, staring at the mares with his remaining eye as he repeated, “Anything!”

They nodded.

“Let’s go,” he rumbled, and the four stoic warriors encircled the mares, Brutus at the front, and they began to lope out of town in front of the rest of the Infantry as they retreated to Canterlot, while a certain grey pegasus watched from the skies.

Author's Notes:

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